Blueprint
FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a - 16 or 15d - 16 of
the Securities Exchange Act of 1934
For the
month of March
HSBC Holdings plc
42nd
Floor, 8 Canada Square, London E14 5HQ, England
(Indicate
by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F).
Form
20-F X Form 40-F
(Indicate
by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information
to the Commission pursuant to Rule 12g3-2(b) under the Securities
Exchange Act of 1934).
Yes
No X
(If
"Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82-
).
The following regulated information, disseminated pursuant to DTR
6.3.5, comprises the scrip dividend circular for the fourth interim
dividend for 2018 which was sent to shareholders of HSBC Holdings
plc on 6 March 2019. A copy of the scrip dividend circular is
available at www.hsbc.com/dividends.
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
If you are in any doubt about this document or as to the action you
should take, you should consult a stockbroker, solicitor,
accountant or other appropriate independent professional
adviser.
If you sold or transferred all or some of your ordinary shares on
or before 20 February 2019, but those shares are included in the
number shown in box 1 on your form of election or entitlement
advice for the fourth interim dividend for 2018, you should,
without delay, consult the stockbroker or other agent through whom
the sale or transfer was effected for advice on the action you
should take.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of
Hong Kong Limited take no responsibility for the contents of this
document, make no representation as to its accuracy or completeness
and expressly disclaim any liability whatsoever for any loss
howsoever arising from or in reliance upon the whole or any part of
the contents of this document. The ordinary shares of HSBC Holdings
plc trade under stock code 5 on The Stock Exchange of Hong Kong
Limited.
Dear Shareholder
2018 FOURTH INTERIM DIVIDEND
On 19 February 2019 your Directors declared a fourth interim
dividend for 2018 of US$0.21 per ordinary share. This dividend is
payable on 8 April 2019 to shareholders who are recorded on the
Principal register, Hong Kong or Bermuda Overseas Branch registers
on 22 February 2019 ('record date'). You have a choice of receiving
this dividend in cash in three currencies (US dollars, Hong Kong
dollars or sterling). You may also elect to receive it as a scrip
dividend in the form of new shares.
SCRIP DIVIDEND
You can elect to receive new shares at a market value of US$8.2417
(£6.1984) instead of receiving the dividend in cash. If you
elect to receive new shares, you will increase your shareholding
without incurring dealing costs or stamp duty. The Company will
also benefit by retaining cash which would otherwise be payable by
way of the cash dividend. At the 2018 Annual General Meeting
shareholders gave Directors authority to offer a scrip dividend
scheme, which will apply to this fourth interim dividend for 2018.
The appendix to this letter sets out further details of the scrip
dividend.
We encourage you to sign up to receive all communications from the
Company by email. Please go to www.hsbc.com/ecomms to register your
email address so that we can send you email notifications when
shareholder documents are available on our website and of your
dividend entitlements.
Yours sincerely
Ben J S Mathews
Group Company Secretary
HSBC Holdings plc
Registered Office and Group Head Office:
8
Canada Square, London E14 5HQ, United Kingdom Web:
www.hsbc.com
Incorporated in England with limited liability. Registered in
England: number 617987
Appendix
How is the scrip dividend calculated?
The scrip dividend is calculated using the average middle market
closing price of HSBC Holdings plc ordinary shares quoted on the
London Stock Exchange for the five business days beginning with the
ex-dividend date of 21 February 2019. The market price is converted
to US dollars (the "Market Value") using the exchange rates quoted
by HSBC Bank plc in London at or about 11.00 am on 27 February
2019. For this dividend the scrip price is US$8.2417
(£6.1984).
The formula used for calculating your entitlement to new shares is
as follows:
Number of shares held at the record date x cash dividend per share
+ any residual dividend entitlement brought forward = maximum
dividend available for share election
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Maximum
dividend available
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=
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maximum
number of new shares
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Market
Value
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(rounded down to
the nearest whole number)
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An online calculator to assist you in calculating your dividend
entitlement is available at www.hsbc.com/dividends.
For example, if you own 1,000 ordinary shares and the cash dividend
is US$0.10 per ordinary share, the maximum dividend available would
be US$100. The maximum number of new shares you would receive if
the Market Value was US$10 is therefore 10 new shares.
You may elect to receive new shares in respect of all or part of
your holding of ordinary shares. No fraction of a share will be
issued.
If you elect to receive the maximum number of new shares in lieu of
your dividend, a residual dividend entitlement may arise,
representing the difference between the total Market Value of the
new shares and the maximum dividend available in respect of your
shareholding. This residual dividend entitlement will be carried
forward in US dollars (without interest) to the next dividend.
Therefore, we will pay you any residual dividend entitlement if you
dispose of your entire holding; or receive the dividend in cash; or
revoke your standing instruction to receive new shares; or if you
ask us to send it to you.
If you have less than 40 ordinary shares you will not receive any
new shares for this dividend.
The new shares will be issued subject to the Articles of
Association of the Company and will rank equally with the existing
issued ordinary shares in all respects.
What is the currency conversion rate for cash
dividends?
The dividend is declared in US dollars. It will then be converted
into Hong Kong dollars and sterling using the forward exchange rate
quoted by HSBC Bank plc in London at or about 11.00 am on 25 March
2019. For example, using the exchange rates on 27 February 2019,
the US dollar cash dividend would be HK$1.6484 or £0.1579. The
exchange rate to be applied for this dividend will be announced to
the London, Hong Kong, New York, Paris and Bermuda stock exchanges
on or around 25 March 2019.
If
you do not choose the currency in which to receive your cash
dividend, you will be paid as follows:
1. Principal register in
the United Kingdom -
sterling (except for those who are resident in the United States in
which case it will be US dollars)
2. Hong Kong Overseas
Branch register - Hong
Kong dollars
3. Bermuda Overseas
Branch register - US
dollars.
What action is required?
Your form of election or entitlement advice (the
"Form") is included with this letter. If you have registered your
email address, you should have been sent an electronic version. If
you do not wish to change how you receive your
dividend, you should take no action, your dividend will be paid as
indicated in the Form.
If
you have a standing instruction to receive scrip dividend shares on
your full holding this will automatically be revoked if you
complete the Form.
If you wish to change the way you receive your
dividend, you must either do so by 21 March
2019 using the online
system "Investor Centre"*, returning the Form, or by writing to our
Registrar, Computershare at the relevant address given at the end
of this letter.
We
can pay your dividend direct to your bank account in the United
Kingdom, United States or Hong Kong if your bank account is
denominated in the local currency. Please provide your bank account
details to the Registrar by completing the dividend payment
instruction section of the Form.
Overseas shareholders on the UK
Principal register may now
be able to elect to have their dividend payments in other
currencies through our Global Dividend Service, further details on
this service can be found by logging on to www.investorcentre.co.uk and
selecting "update my
details" followed by the option
"Global
Payments". If you are not a
member of Investor Centre you will need to register before updating
your details.
No
acknowledgement of receipt of a form of election will be
issued.
Other information
If
all eligible shareholders elected to receive new shares for the
fourth interim dividend for 2018, approximately 510,540,157 new
shares would be issued, representing an increase of 2.55 per cent
in the issued ordinary share capital (excluding treasury shares) of
the Company, as at the latest practicable date being 26 February
2019. Accordingly, the total cost of the fourth interim dividend
for 2018 if no new shares were issued would be approximately
US$4,208 million. The applicable tax credit is the sterling
equivalent of approximately US$468 million.
*If
you have not yet signed up to use Investor Centre you may do so at
any time at www.investorcentre.co.uk or www.investorcentre.com/hk
or www.investorcentre.com/bm. You can view your shareholding at any
time on Investor Centre.
Transfers
If you recently acquired ordinary shares registered on the
Principal register in the United Kingdom or the Overseas Branch
registers in Hong Kong or Bermuda, your share transfer must have
been lodged with the appropriate Registrar before 4.00 pm on 22
February 2019 in order to receive the dividend.
Issue of share certificates and listing of new shares
Applications will be made to the UK Listing Authority and to the
London Stock Exchange for the new shares to be admitted to the
Official List and to trading respectively, to the Stock Exchange of
Hong Kong for listing of, and permission to deal in, the new
shares, and to the New York, Paris and Bermuda stock exchanges for
listing of the new shares.
Existing ordinary shares on the Principal register may be held
either in certificated form, or in uncertificated form through
CREST. If you hold ordinary shares in both certificated and
uncertificated form, each holding will be treated separately for
the purpose of calculating entitlements to new shares.
Definitive share certificates for the new shares issued in respect
of holdings in certificated form are expected to be mailed to
shareholders entitled thereto at their risk on or about 8 April
2019, at the same time as warrants in respect of the cash dividend
are mailed. New shares issued in respect of holdings of ordinary
shares which are in uncertificated form will also be issued in
uncertificated form. The Company will arrange for the relevant
shareholders' stock accounts in CREST to be credited with the
appropriate numbers of new shares on 8 April 2019.
Dealings in the new shares in London, Hong Kong, Paris and Bermuda,
and in the American Depositary Shares in New York are expected to
begin on 8 April 2019.
The new shares will rank pari passu with the existing ordinary
shares of the Company.
Your responsibilities
Whether or not it is to your advantage to elect to receive new
shares in lieu of a cash dividend or to elect to receive payment in
US dollars, sterling or Hong Kong dollars is a matter for
individual decision by each shareholder. HSBC cannot accept any
responsibility for your decision.
Overseas shareholders
No person receiving a copy of this document or the form of election
in any jurisdiction outside the United Kingdom or Hong Kong may
treat the same as offering a right to elect to receive new shares
unless such offer could lawfully be made to such person without the
Company being required to comply with any governmental or
regulatory procedures or any similar formalities. It is the
responsibility of any person outside the United Kingdom and Hong
Kong who wishes to receive new shares under the scheme to comply
with the laws of the relevant jurisdiction(s), including the
obtaining of any governmental or other consents and compliance with
all other formalities. It is also the responsibility of any person
who receives new shares in lieu of a cash dividend to comply with
any restrictions on the resale of the shares which may apply
outside the United Kingdom and Hong Kong.
Taxation
A general outline of the tax consequences in the UK and overseas is
provided on our website at www.hsbc.com/dividends. The effect on
the tax position of any shareholder receiving a cash dividend or
electing to receive new shares in lieu of a cash dividend will
depend upon the shareholder's own individual circumstances.
Shareholders should consult their own tax advisers with regard to
their liability to taxation. No tax is currently withheld from
dividends paid by the Company. The tax-free dividend allowance in
the UK is currently £2,000. To assist shareholders who receive
a scrip dividend, we will send a Dividend Confirmation which may be
needed for tax returns.
Timetable of events
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Ordinary shares
quoted ex-dividend in London, Hong Kong, Paris and Bermuda
and American Depositary Shares quoted ex-dividend in New
York
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21 February
2019
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Record
date for the fourth interim dividend for 2018 for holders
on the
Principal register, Hong Kong or Bermuda Overseas
Branch
registers
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22 February
2019
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FINAL
DATE FOR RECEIPT BY REGISTRAR OF FORMS OF ELECTION,
REVOCATIONS OF STANDING INSTRUCTIONS FOR SCRIP DIVIDENDS
AND ELECTRONIC INSTRUCTIONS
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21 March
2019
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Exchange rate
determined for payment of dividends in sterling and Hong Kong
dollars
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25
March 2019
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Payment
date - dividend warrants mailed; new share certificates or
Bermuda Overseas Branch register Transaction
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8 April
2019
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Advices
and Dividend Confirmations mailed; and shares credited to stock
accounts in CREST
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Expected first day
of dealings in new shares in London, Hong Kong, Paris and
Bermuda; and in American Depositary Shares in New
York
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8 April
2019
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Communications
Shareholders may at any time choose to receive corporate
communications in printed form or to receive notifications of their
availability on HSBC's website. To receive, by email, future
notifications of the availability of a corporate communication on
HSBC's website, or revoke or amend an instruction to receive such
notifications, go to www.hsbc.com/ecomms. If you provide an email
address to receive electronic communications from HSBC, we will
also send notifications of your dividend entitlements by email. If
you received a notification of the availability of this document on
HSBC's website and would like to receive a printed copy of it, or
if you would like to receive future corporate communications in
printed form, please write or send an email (quoting your
shareholder reference number) to the appropriate Registrar at the
address given below. Printed copies will be provided without
charge.
Further copies of this letter, replacement forms of election and a
Chinese translation of this and future documents may be obtained
from the Registrar.
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Principal register
Computershare Investor Services PLC
The Pavilions
Bridgwater Road
Bristol
BS99 6ZZ
United Kingdom
Telephone: +44 (0) 370 702 0137
Email via website:
www.investorcentre.co.uk/contactus
Investor Centre:
www.investorcentre.co.uk
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Hong Kong Overseas Branch register
Computershare Hong Kong Investor Services Limited
Rooms 1712-1716, 17th Floor
Hopewell Centre
183 Queen's Road East
Hong Kong SAR
Telephone: +852 2862 8555
Email: hsbc.ecom@computershare.com.hk
Investor Centre:
www.investorcentre.com/hk
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Bermuda Overseas Branch register
Investor Relations Team
HSBC Bank Bermuda Limited
37 Front Street
Hamilton HM 11
Bermuda
Telephone: +1 441 299 6737
Email: hbbm.shareholder.services@hsbc.bm
Investor Centre: www.investorcentre.com/bm
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US Shareholder helpline
Telephone: +1 866 299 4242
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Persons whose shares are held on their behalf by another person may
have been nominated to receive communications from HSBC pursuant to
section 146 of the UK Companies Act 2006 ("nominated persons"). The
main point of contact for nominated persons remains the registered
shareholder (for example your stockbroker, investment manager,
custodian or other person who manages the investment on your
behalf). Any changes or queries relating to nominated persons'
personal details and holding (including any administration thereof)
must continue to be directed to the registered shareholder and not
HSBC's Registrar. The only exception is where HSBC, in exercising
one of its powers under the UK Companies Act 2006, writes to
nominated persons directly for a response.
Within this document the Hong Kong Special Administrative Region of
the People's Republic of China has been referred to as "Hong
Kong".
The Directors of HSBC Holdings plc are Mark Tucker*, John Flint,
Kathleen Casey†,
Laura Cha†,
Henri de Castries†,
Lord Evans of Weardale†,
Irene Lee†,
José Antonio Meade†,
Heidi Miller†,
Marc Moses, David Nish†,
Ewen Stevenson, Jonathan Symonds†,
Jackson Tai†and
Pauline van der Meer Mohr†.
* Non-executive Group Chairman
†
Independent non-executive Director
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
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HSBC
Holdings plc
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By:
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Name:
Ben J S Mathews
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Title:
Group Company Secretary
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Date:
06th
March
2019
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